This Agreement supersedes any previous Agreement you may have with us for the same services and contains all the terms we have agreed.
STANDARD SERVICES INCLUDED IN YOUR STANDARD FEE
1.0. Furnished Office Space – We are to provide the number of serviced and fully furnished Office Space for which you have agreed to pay in the business Hub stated in your Agreement (also referred to in this Agreement as “Office Space” which has been initially allocated for your use. Occasionally, we may need to allocate another office space to you different from the original one allocated, but these will be of equivalent size and we will attempt to obtain your approval with respect to such different office space in advance.
2.0. Office Services – We are to provide the services described and listed on the attached schedule to this Agreement, which also include the Hub workstation services, and any other mutually agreed upon services such as internet and phone during normal operating hours which is Monday to Friday, 8:00am – 5:00pm (exclusive of public holidays).
2.1. We shall be delighted to discuss special arrangements for use of these services outside our normal operating hours. All services as listed in the attached schedule are subject to the availability of our customer service team at the time of any service request. We will endeavor to deal with a service request at the earliest opportunity but will not be held responsible for any delay.
2.2. If in our opinion, we decide that a request for any particular Business Service is excessive, we reserve the right to charge an additional fee at our usual published rates based on the time taken to complete the service.
2.3. ANY customization to be done in client’s office will be done during the term of the lease. You must provide indemnity that upon the end of the lease, the space will be restored back to its original state.
USING THE OFFICE SPACE
3.0. On Moving In – You will be asked to sign an inventory of all furniture, fittings and equipment you are permitted to use, in your allocated office together with a note of its present condition, and details of the keys or entry cards issued to you. You may at any time have as many employees working in your allocated office as there are maximum allowable workstations. This number is noted on the attached schedule to this Agreement.
3.1. Anytime the number of people sharing your allocated office exceeds the maximum number of workstations allowable in that office a Hot Desk Supplement fee equal to the monthly standard VO fee, (prices available on request), will apply for each person over the number of maximum workstations for the given office.
3.2. If at any time the number of people physically present exceeds the maximum number of workstations allowable, those employees will pay an additional hourly or daily rate for the additional usage of the office.
4.0. The Nature Of Your Business – You must only use the office space for office purposes, and only for the business stated in your Agreement or subsequently agreed with us. You are not permitted to carry on the business or businesses of a retail nature whereby allowing heavy traffic of members of the public at any given time. You must not carry on a business which competes with our business of providing serviced office or cube offices. You must not use the name Cube Hub or any of its associated companies in any way in connection with your business.
5.0. Your Name And Address – You may only carry on that business in your name or some other name that we previously agree. At your request and cost we will include that name in the house directory at the business Hub, where this is available. You must not put up any signs on the doors to your allocated office or anywhere else which is visible from outside the office you are using. You may use the business Hub address as your business address. If you use the Hub address as your registered business address, you must have a third-party registered as your agent for service of process and other correspondences. We will not be liable for any service of process.
6.0. Taking Care Of Our Property – You must use your care and skill to take good care of all parts of the business Hub, its equipment, fittings and furnishings which you use. You must not alter any part of it. You are liable for any damage caused by you or those in the business Hub with your permission or at your invitation.
7.0. Office Furniture And Equipment – You must not install any furniture or office equipment, cabling, IT or telecom connections without our consent, which we may refuse at our absolute discretion.
8.0. Keys And Security – Any keys or entry cards which you are permitted to use remain our property at all times. You must not make any copies of them or allow anyone else to use them without our consent. Any loss must be reported to us immediately and you must bear the cost of replacement of the keys or cards and / or where the locks are to be changed if required. If you are permitted to use the business Hub outside normal working hours it is your responsibility to lock the doors to your allocated office and to the business Hub when you leave.
9.0. Comply With The Law – You must comply with all relevant laws and regulations in the conduct of your business. You must not do anything illegal or businesses not permitted by the Laws of the Federation. You must not do anything that may interfere with the use of the business Hub by us or by others. You must not constitute a nuisance or cause any form of annoyance, to yourself of other users of the Business Hub. You must not do or caused to be done any activity that may increase the insurance premiums we have to pay or cause loss or damage to us or to the owner of any interest in the building which contains the business Hub. You acknowledge that (a) the terms of the foregoing sentence are a material inducement to us for the execution of your Agreement and (b) any violation by you of the foregoing sentence shall constitute a material default by you hereunder, entitling us to terminate your Agreement.
10.0. Comply With House Rules – You must comply with all the rules and regulations set by the Management of the Business Hub which we impose generally on users of the business Hub whether for reasons of health, general safety of lives and properties within the Business Hub including, observing all fire safety precautions or otherwise.
11.0. Insurance – It is your responsibility to arrange insurance for your own property which you bring into the business Hub and for your own liability to your employees and to third parties.
PROVIDING THE SERVICES
12.0. Access To Your Allocated Office – We reserve the right of entry into your allocated office at any time. However, unless there is an emergency we will as a matter of courtesy try to inform you in advance when we need access to carry out testing, repair or works other than routine inspection, cleaning and maintenance. We will also respect security procedures to protect the confidentiality of your business.
13.0. At The Start Of Your Agreement – If for any reason we cannot provide the Office Space stated in your Agreement by the date when your Agreement is due to start we have no liability to you for any loss or damages but you may cancel the Agreement without penalty. We will not charge you the standard fee for office space not used until they become available.
14.0. Suspension Of Services – We may by notice suspend the provision of services (including access to the business Hub) for reasons of political unrest, strikes, or other events beyond our reasonable control, in which event payment of the standard fee will also be suspended for the same period.
15.0. Our Liability – We are not liable for any loss as a result of our failure to provide a service as a result of mechanical breakdown, strike, delay, failure of team, termination of our interest in the building containing the business center or otherwise unless we do so deliberately or are grossly negligent. We are also not liable for any failure until you have informed us about it in writing and given us a reasonable time to put right.
15.1. You agree (a) that we will not have any liability for any loss, damage or claim which arises as a result of, or in connection with, your Agreement and/or your use of the services except to the extent that such loss, damage, expense or claim is directly attributable to our deliberate act or our gross negligence (our liability); and (b) that our liability will be subject to the limits set out in the next paragraph.
15.2. We will not in any circumstances have any liability for loss of business, loss of profits, loss of anticipated savings, loss of or damage to data, third party claims or any consequential loss. We strongly advise you to insure against all such potential loss, damage, expense or liability. In addition, client indemnify Cube Hub Limited from any liability arising out of or incurred in connection with any Client Mail and/or Packages received.
personal property; which shall be up to a maximum equal to 100% of the total fees paid under this Agreement and up to the date on which the claim in question arises or N500,000.00 (Five Hundred Thousand Naira) (whichever is higher), in respect of all other losses, damages expenses or claims.
15.3. We will be liable: up to a maximum of N1,000,000.00 (One Million Naira) (for any one event or series of connected events) for damage to your personal property; which shall be up to a maximum equal to 100% of the total fees paid under this Agreement and up to the date on which the claim in question arises or N500,000.00 (Five Hundred Thousand Naira) (whichever is higher), in respect of all other losses, damages expenses or claims.
16.0. Internet – Internet connectivity provided is a limited packaged option included in the workstation price. The shared service is available for basic browsing requirements but is not designed nor is it suitable for dedicated connections to “head office servers and VPN”. If you require dedicated bandwidth, this can be provided for at a separate fee.
16.1. You must comply with any copyright notices, license terms or other notices appearing on screen or as part of any material on the Internet or our network. You must not copy, use or exploit such software or other material in any way, unless we have explicitly given you permission to do so.
16.2. You must strictly comply with the terms of any permission that we give. We do not make any representations as to the security of our network (or the Internet) or of any information that you place on it. You should adopt whatever security measures (such as encryption) you believe are appropriate to your circumstances. We cannot guarantee that a particular degree of network availability will be attained in connection with your use of the services.
16.3. You hereby warrant to us that, in the course of our provision of the internet services to you, you will not nor will you cause us to, infringe the rights of any third party (such as, but not limited to, using their logo without consent on your website).
16.4. We warrant that the services shall be provided and performed in a professional and workmanlike manner and shall conform to the description of the services set out in Broadband Registration form. If we fail to provide the services as warranted, your sole and exclusive remedy shall be the remedy of such failure by us within a reasonable time after written notice.
16.5. The above warranty is in lieu of all other terms, conditions and warranties, whether express or implied by usage, custom, statute or otherwise, appertaining to the services and manner in which we perform our obligations and exercise our rights including, but without prejudice to the generality of the foregoing, such as relate to the description, performance, quality, suitability or fitness for any particular purposes, of the services. We do not warrant that the services will be uninterrupted or error free.
17.0. The Nature of Your Agreement – All items including furniture and fittings belongs to the Business Hub and so remains the property of the hub in like manner. Kindly note that this agreement does not create a landlord-tenant relationship and does not intend to create such at any material time either by way of lease hold estate or other real property interest in your favor with respect to the accommodation. We are giving you just the right to share with us the use of the business hub so that we can provide the services to you. The Agreement is personal to you and cannot be transferred to anyone else. We may transfer the benefit of your Agreement and our obligations under it at any time.
18.0. Duration – Your Agreement lasts for the period stated in it and will then automatically be extended for successive periods equal to the current term but no less than 3 months until brought to an end by you or by us (See Clause 19). In all respects, your Agreement will renew on the same terms and conditions except for possible changes in fees where Clause 36 shall apply.
19.0. Bringing Your Agreement To An End – Either party reserves the right to terminate this agreement on or before the maturity date by giving the other party at least 90days or three months’ notice EXCEPT where there is already an approval for extension or a request in writing been considered.
20.0. Ending Your Agreement Immediately – This agreement is deemed terminated with or without notice where is an occurrence of the following other than force majeure wherein (a) you become insolvent, go into liquidation or become unable to pay your debts as they fall due, you are in breach of one of your obligations which cannot be put right or which we have given you notice to put right and which you have failed to put right within fourteen days of that notice, or your conduct, or that of someone at the business center with your permission or at your invitation, is incompatible with ordinary office use.
20.1. Please note that in the event that this agreement is terminated for any of the reasons listed in clause 19 above, it does not automatically free you from all matured obligations and outstanding debts owed by you covering the period of usage and a comprehensive bill of charges to that effect will be issued to you and the company will do all in its power to recover the said outstanding obligations from you.
21.0. If The Business Center Is Not Available – In the unlikely event that we are no longer able to provide the services and office space at the business hub stated in your Agreement then your Agreement will end and you will only have to pay standard fees up to the date it ends and for the additional services you have used. We will try to find suitable alternative office space for you at another Cube Hub business facility if possible.
22.0. When Your Agreement Ends – Upon your departure or if you, at your option, choose to relocate to a different office space within the business hub a fee will be assessed to cover the routine cost of repainting and redecorating the office space to return it to its original condition in addition to general maintenance to the common areas of the business hub in which you have had access. We reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. If you leave any personal effect or property in the business hub after leaving the hub, we reserve the right to dispose of it after 30 days of abandonment as the property will be deemed to have been abandoned after 30days of none collection or claim.
22.1. In order to transition your mail and telephone calls from the business hub, you are automatically switched to a Continuation Agreement with us on our standard terms at the time for 3 months. Current contract terms and pricing can be obtained through your Hub Manager. This agreement will also aid in the process of locating you when returning your service retainer after you have moved out. We are however not obliged to hold on to any unclaimed retainers after 120 days.
22.2. If you continue to use the office space when your Agreement has ended: you are responsible for any loss, claim or liability we incur as a result of your failure to vacate on time. We may at our discretion, permit you an extension subject to a surcharge on the standard fee.
23.0. Notices – All formal notices must be in writing. Client is responsible to keep updated address of record at the hub.
24.0. Confidentiality – The terms of your Agreement are confidential. Neither of us may disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after your Agreement ends.
25.0. Enforcing your Agreement – You must pay any reasonable and proper costs including legal fees which we incur in enforcing your Agreement.
26.0. Data Protection – We will not process, disclose or transfer any personal data which we hold on or in relation to you unless we consider it to be reasonable and to ensure that it is used only to fulfill your obligations under this agreement or for work assessment and fraud prevention or to make available information about new or beneficial products or services.
27.0. Applicable Law – Your Agreement is interpreted and enforced in accordance with the laws of Nigeria and of the state in which the business hub in question is located. We both submit to the exclusive jurisdiction of the courts of such jurisdiction where the hub is located.
In the following clauses any references to “fees” alone means all of the standard service fees, pay-as-you-use fees and the fees on the Service Price Guide.
28.0. Office Set Up – Applicable cost is included in service charge.
29.0. Variable Services – All fees plus appropriate taxes are invoiced in respect of the services to be provided during the following month in advance and in full on the 1st day (or such other day as we designate) of each month. No refund will be given for months of less than 30 days nor will any additional charge be levied for months of more than 30 days. For a period of less than a month, the applicable fee will be applied on a daily basis. You agree to pay promptly all (i) sales, use, excise and any other taxes, surcharges or license fees which you are required to pay to any governmental authority (and, at our request, will provide to us evidence of such payment), and (ii) any taxes paid by us attributable to your office space, including, without limitation, any gross receipts, rent and occupancy taxes, surcharge fees or tangible personal property taxes.
30.0. Additional Services – Fees for additional services, plus applicable taxes, in accordance with our published rates which may change from time to time, are invoiced in arrears and payable on the 1st day (or such other day as we designate) of the month following the calendar month in which the additional services were provided. Rates of these may be found in the WELCOME PACK (which will be given on request or on arrival at the hub).
31.0. Service Retainer – You will be required to pay a Service Retainer equivalent to 2 months standard service fee on entering into your Agreement. This will be held by us as security for performance of all your obligations under your Agreement. The Service Retainer, or any balance after deducting outstanding fees, three months VO fee for your VO Agreement, and other costs due to us, will be returned to you within 30 days of the date you have settled your account with us in full. We may require you to pay an increased retainer if outstanding fees exceed the Service Retainer held or you frequently fail to pay us when due.
32.0. Late Payment – If you do not pay fees when due, a service fee of N3,500.00 plus 5% interest will be charged on all overdue balances under N100,000.00 or its Naira equivalent or a fee of N10,000.00 plus 5% interest on all overdue balances will be charged on all overdue balances of N100,000.00 or greater. If you dispute a part of any invoice you must pay the amount not in dispute by the due date or be subject to late fees. The amount of interest and fees we charge will be the lesser of the amounts stated. We also reserve the right to withhold services, including denying you access to your office space, while there are any outstanding fees and interest or you are in breach of your agreement.
33.0. Cross Default – You agree that, if you are in default under a service agreement with us at a different business hub (“Different Location Agreement”) to the one specified in this Agreement, that we may recover any unpaid sums due under a Different Location Agreement from you under this Agreement and that we may, in particular (but not limited to), withhold services under this Agreement or deduct sums from the deposit held under this Agreement in respect of such unpaid sums.
34.0. Insufficient Funds Fees – You will pay a fee of N5,000.00 or the maximum amount permitted by law for the return of any payment for insufficient funds.
35.0. Subordination – Your Agreement is subordinate to our lease with our landlord and to any other Agreements to which our lease with our landlord is subordinate.
36.0. Annual Increase – Contract renewals will be at rates NO LESS than the published inflation rates of the Central Bank of Nigeria.
37.0. Payment – This agreement is denominated in Nigerian Naira. You agree and acknowledge that you accept to pay in Naira or any other acceptable currency used as a medium of exchange in other parts of the world including Nigeria. Where you choose to make payment in such currency, invoices will be translated to Nigerian Naira using the exchange rate published on the front page of the Nigerian Business Times on the date of the invoice. A link to the said publication will be provided on the invoice for ease of reference.
This Agreement supersedes any previous Agreement you may have with us for the same services and contains all the terms we have agreed.